Woodside Publishes General Meeting Booklet

Woodside released the Notice of General Meeting and Explanatory Memorandum (Meeting Booklet) in relation to the previously announced buy-back of 78,271,512 Woodside shares from Shell Australia .

The Meeting Booklet contains a report by the Independent Expert, Grant Samuel, which concludes that the buy-back is fair and reasonable to Woodside shareholders (other than Shell and its associates).

Woodside has also obtained consent to the buy-back as required under a number of its facility agreements.

Completion of the buy-back is now subject only to Woodside shareholder approval at a General Meeting which will be at 10:00am (AWST) on Friday, 1 August 2014 at the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia.

The Woodside Board recommends that shareholders vote in favour of the buy-back for the following reasons:

• The buy-back is expected to deliver increased dividends per share due to increased earnings per share;
• The buy-back facilitates an orderly reduction in Shell’s shareholding;
• The Independent Expert has concluded that the buy-back is fair and reasonable to non-Shell shareholders;
• Woodside is purchasing shares from Shell at a discount, significantly lower than the price Shell received in the sell-down on 18 June 2014;
• The buy-back is expected to increase the liquidity of Woodside’s shares in the equity market; and
• The buy-back is an efficient and disciplined use of surplus capital that will optimise Woodside’s near-term capital structure.

Haynes and Jamieson, who were originally nominated by Shell, abstained from voting when the buy-back was considered by the Board.

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Press Release, June 27, 2014